And the Little Person
by SKRowling
Summary: Max has a heavy secret.Should she keep the secret from Caroline. If not how does she tell her? and what does Johnny have to do with it.I don't really have much more than that. Third person Max centric fic. totally OOC
1. Chapter 1

**Disclaimer: I have decided I love Whitney Cummings… I don't watch her other show… so I don't care. I love this one. I don't own it, but I am totally running on a thought I had after watching the last episode.**

**A/N: Okay… I should be doing other things but you know how it is… plot bunnies come and you can't do anything about it until you write them down. New fandom for me, first 2 broke girls fic… I hope the show lasts a looooong time.**

**And the little person**

**Sad**

Max woke up that morning with a heavy yolk of depression pressing down on her chest. Why? She had been so happy the past few months. Since Caroline had been in her life, their friendship had given her a hope for her future. Maybe she could get out of this dump.

She stood from her bed and headed for her dresser. She saw the date of her Calendar and she began to sob. "I don't deserve to live better." She murmured to herself. She wanted to crawl back in bed. For get baking, forget the diner, forget Peaches; she just wanted to lay in bed all day. But she couldn't. she had to keep going. No time to feel sorry for herself.

She wiped her face with her sleeve and tried to erase her state of mind. She didn't need Caroline to question her. So she showered dressed and headed to the kitchen to bake.

Caroline was such a heavy sleeper. She didn't even hear the mixer. Max looked at the mixer and sighed. "If you were a man I'd marry you… I love this mixer."

"I told you you'd like that one better." Caroline said through a yawn. Max smiled a fake smile. It did not reach her eyes. It hid nothing. Caroline already knew something was up. "Oh, by the way, a card came for you yesterday from a guy named David."

"David?" Max's head shot up from what she was doing. Caroline held out the card and Max yanked it out of her hand. "Give me that."

"You're welcome!" Caroline said as Max disappeared into her room.

In her room, Max opened the card and looked at the invitation to come and Join David Bill and Skyler at their home for a birthday celebration. In the front of it there was a picture of the three of them Two handsome dudes looking adoringly at a little girl with dark brown hair and big green eyes and no front teeth.

Skyler is turning 6. Six years ago Max was still in high school. "Max?" Caroline said coming into the room. Max quickly hid the card in her drawer and blinked away stray tears.

"What?" She snapped at her friend.

"You want to hang out tonight after work?"

"I'm not going in today." Max said sharply "I have something I need to do."

"Max," Caroline said, "What's wrong? She came closer to her friend and tried to touch her shoulder.

Max recoiled from her touch. "Stop… I need a drink."

"It's 10 AM!"

"It's noon somewhere." Max said the moment she went out to the corner store. Caroline followed her and watched in awe as she used their hard earned money to buy a forty-dollar bottle of vodka. She was disgusted and glad at the same time. Disgusted because it was a cheap bottle, and glad because it was cheap. She could have gone for cheaper, but Max had standards, she could respect that. "CAROLINE! Please leave me alone." Max grumbled and walked back to the apartment.

"What's today?" Caroline asked. "Did we hit some sort of landmine day?"

"Yes Caroline, " she said going back inside the building. "Stay away from the landmine."

"Tell me what happened." Caroline said as they ascended the stairs towards their apartment again. "Maybe I can help. You helped me on a landmine day."

Max glared at her. "Leave me alone Caroline, I'd do the same thing for you."

"You are always helping me through mine. "

"Like when?" Max asked as they entered the apartment.

"Valentines day, Christmas, my birthday…"

"Those don't count. Those are everyone's landmine days." She reached for a shot glass in the cupboards, and opened the Vodka. She poured a shot and slammed it.

"Okay how about the day that my father got sentenced and I found myself alone lost in a strange neighborhood completely broke and homeless."

Max stayed quiet. She handed Caroline a shot glass full of vodka. She poured herself another and slammed it. "I just can't talk about it okay?"

"You can't, or you won't?"

"Won't."

Caroline sighed and took the shot then left to get ready for work without another word. When she came out of the shower, Max lay across the bed crying half the bottle gone. She came to her and just wrapped her arms around her held her while she cried. She began to rub circles on her back. It seemed to calm Max down a little. Max turned her head and nuzzled Caroline's Neck. Caroline had to admit to herself. That the reason she insisted on helping Max so much was not only because she was there when she needed someone the most. It was also that Max had a raw animal magnetism that even she couldn't resist. She hated to see her hurting and she couldn't let her deal with it alone.

Max breath on her neck eventually slowed. Caroline wondered if she had fallen asleep. She turned her head to look, but Max's hooded green eyes stared back at her. She didn't know why, but this made Caroline's insides churn. Max's full lips just inches from her own, made her nipples stand erect and tingle. Without thinking, Caroline claimed the other woman's lips.

Max stiffened for a moment her eyes wide but then Caroline Relaxed into her and her tongue asked for entrance, and she relaxed allowing her friend to completely melt into her. Then it dawned on her That Caroline was still naked. Just wrapped in a towel. And she began to freak out a little. She didn't know where to put her hands, she wanted to stop but she didn't want to stop. She put her right hand on Caroline's shoulder. But her other arm was trapped in between them.

Caroline broke the kiss and began to trail kisses along Max's Jaw line. Max moaned, then whined because she really liked that. She didn't want to feel good really, but she didn't want to stop. Maxed attempted to liberate her hand from between them and when she did, the towel fell off of her friend's body.

Maybe if she touched her, Caroline would back off. After all she had once told her that she was so straight, that kissing a girl hadn't turned her on in the least bit. So Max moved the hand on Caroline's shoulder and slid it slowly down her back. She brought her left leg up between Caroline's legs and her newly liberated hand went straight for her ass.

Caroline moaned then looked down at her friend. She saw the panic in Max's eyes and then she realized she was nude. "Oh my god… Max I'm sorry." Max let go of Caroline.

"Don't sweat it. It 's the most action I've had since Johnny." She reached down for the Vodka bottle on the floor. She unscrewed the top and took a swig. "Killed my buzz though."

Max walked out of her room, out of her apartment. Vodka in hand and she walked aimlessly in the neighborhood streets. She was in a Haze of sadness and unease that she had never felt before. The next thing she knew, She was in front of Johnny's building. She stared at it for a long time. She didn't register the people coming in and out of the building until she heard her name be called. "Max?"

She turned her head and saw Johnny standing there a huge smile on his face as if he were really glad to see her. She doesn't know why, but in that instant she forgot why she wasn't with him. She launched herself at him. And he, being the weak man that he was did not say no.

They kissed as they made their way up to his apartment. They undressed as they made their way to his bed. They didn't think of his girlfriend, or the fact that Max was clearly inebriated. He had wanted her for a long time, and his girlfriend was gone for the weekend. Once they were done the second time around he looked at a very sleepy Max. "Stay the weekend with me," he whispered.

"mmm?" she cuddled into him. "What time is it?"

"Almost five." He murmured. She sat up fast, and her head immediately protested. She slid out of bed. "Where are you going?"

"I have to go." Max said and walked out of the room picking up garments and putting them on as she went. "This was a huge drunken mistake. It should never have happened and it will never happen again."

Max left Johnny's apartment. No looking back but instead of heading home she headed to the subway. She had somewhere to be.


	2. Chapter 2

**A/N: I know I am new to this fandom… so my characters are going to be waaaaay OOC. I will try to get it as close as I can and I will watch the show more I know I will get better at it… I always do. **

**Meanwhile Review. Tell me how you really feel—S.K.**

**Chicken**

A block down from Caroline's Brownstone, Max stood looking through a lower window. There was David, and Bill and Skyler. Max Smiled as the little girl talked animatedly with her daddies.

She looked at the doorbell, then back at the window. She stepped closer to the door. She looked in, as the little girl seemed to ask a question that her daddies couldn't answer. She reached out to press the doorbell but hesitated. "Come on, you through this every year."

She sighed, steeled herself and pushed the doorbell. She heard a girlish yelp, and panicked. So then she turned tail and ran away. "Max?"

She didn't look back she kept going, but she should have known he would catch up to her. But by the time he did, tears were streaming down her face. "I can't…"

"If you never see her, the rawness will never go away." David said. "In four years she is going to need you more than ever. We wanted an open adoption for a reason."

"I'll come back another day, I promise." Max said stepping backward. "I've been drinking, I can't see her like this."

"She's waiting for you."

"You told her I was coming?" panicking again.

"No," David sighed. "She is always waiting for you. She wonders why you never come see her."

"What do you say to her?"

"I tell her you loved her so much you wanted her to have everything she ever wanted so you brought her to us. She looks at that picture of you when you were pregnant. Sometimes she asks me if I think you will ever come to visit. And asks me to send a picture of herself from my cell."

Max turns away. "I'll call her… I…"

When she turns back to see David he is taking a picture of her. "Smile for her with all the love you can muster."

She does, and it is heart breaking. David's eyes drop any sort of contempt for her. He understands she can't see her. Max looks behind David and sees that Bill and Skyler are coming to see him. She turns and begins to walk away. "Bill and I are getting a divorce."

She turns back to him horrified. "No wait! You can't do that to her."

"She is staying with me. Bill never wanted her, he wants to party, I want to let him."

"That's not the life I wanted for her." Max said shaking her head.

"So be there for her."

She turned and continued to walk to the subway. "I'll call her later."

She rode the subway and she thought about Skyler. She was 17 and couldn't raise her. Six years later she wasn't in any better shape. Maybe if she succeeded with Caroline, Skyler would be proud of her.

When she walked into her apartment that evening, Caroline practically crushed her in a hug. "Max I was so worried about you."

"Yeah well I'm fine. Get off me." She said not really making an effort to push the blond off of her. but she wasn't hugging her back either.

"I will never do that to you again…" Caroline began to say, then looked at Max. "Not th- that I didn't enjoy it."

Max went on her tiptoes and gave Caroline a peck in the lips. "It's okay."

Caroline looked at Max's beautiful Green eyes. "Really?" she whispered. Max nodded Caroline tested that out and kissed her friend again. Intensifying the kiss. Max took Hold of Caroline's shoulders and pushed her away.

"Whoa there tiger," Max said moving further into the house and plopping down on the couch. "I'm not that okay with it."

"Okay." Caroline said sitting next to her. "This morning you were so absent, I was wondering where you'd gone."

"It's okay, anyway where is this all coming from?" Max asked.

"Where is what coming from?"

"All the Love?"

"That's simple… I love you." Caroline said then corrected herself. "I mean, I felt…"

"You… love me?"

"You looked so low this morning, I never wanted to see you like that ever."

"No, I get it. I just need you to not get too attached, because you will get hurt." Max got up from the couch and picked up her phone. "It's weird enough for me to have you as my friend. In fact my best friend. I am just getting comfortable with that. Anything more makes things too complicated."

"Who said anything about going into a relationship?" Caroline said "I just think you're kinda hot. And it just kind of happened. End of story."

Max smiled for the fist time all day. "You think I'm hot?"

"Only kinda hot." Caroline said. Max laughed seeing a little of herself in that statement.

Max dialed David's number then walked out to the yard. "Hey David…"

Caroline's ears perked up hearing David's name, she followed to the door and listened behind it. "Why did she have to leave the room?" she murmured as she made herself comfortable.

"Well I said I would call didn't I?" Max said. There was a pause "Hey… I miss you too baby… soo much."

Caroline was taken aback by what she was hearing. Maxes voice was soft and sweet. She had never heard her use that tone with anyone but herself, when she had been trying to apologize to Caroline for being so… Max like. She saved that voice for when she was really remorseful.

"I can't wait to see you again." Max expressed quietly. "Okay baby, see you soon… Kisses"

Caroline was a little perturbed. She went to call some guy for a booty call. Hadn't they just been talking about them? She quickly got up and ran over to the couch.

Then Max walked into the apartment again. "Sorry about that, I promised to make a call. I didn't want it to get too late."

Caroline shrugged. Not knowing what to say. "No biggie, who's David?"

Max pursed her lips. "He's this gay guy I know from back when I was in high school."

"He's Gay?" she doesn't believe her. "why did you take that card he send you into your room like that?"

"He was returning some black mail fodder… What do you care anyway Caroline?"

"Excuse me for wanting to know if …"

"If what Caroline?" Max walked closer. Max walked up so close they were nose to nose. Caroline stood up from the couch taking Maxes power over her away. "Is it that, you want to know that you could have me if you wanted?"

"Max…"

"Well you could have had me this morning… but you got scared. You were chicken."

"And now?" Curiosity got the best of Caroline. She wished she had not done what she had done this morning.

"What do you want from me Caroline?"

Caroline thought about this question. She didn't know what she wanted… Or did she? I mean Max was always the one with the subtext in her speech. She talked the talk. But she never seemed to be with anyone longer than ten minutes.

Max had even flirted with Caroline on a few occasions. It never seemed more than innocent fun. Caroline had never wanted to be with a girl. EVER, that is until today. And Caroline realized she had to LOVE that girl to want to be with her.

Caroline looked at Max. She was waiting and looking at Caroline, really looking. "Max, have you ever been with a girl before?"

"Look, I know I like to sound like I am this total Ho. I have only had a few people in my life worth mentioning. My number does not hit the double digits. I've kissed a few girls yes… to get free drinks at the bar. That is all."

"Would you want to try and be with me?"

"Like partners in everything?" Max said. "Fuck, I don't know Caroline. Business and pleasure…"

Max watched Caroline deflate a little and her heart broke. "oh…"

"How about, we do the normal Dating thing… Like take it really slow. No hooking up or anything for a little while. That is while we get used to this new dynamic."

Caroline smiled. "You mean that?"

Max nodded. "I have never done normal. Maybe I need to learn how to be a girlfriend."

Caroline hugged Max tightly. "This is going to be great."

Max considered telling her about Johnny. But being than now she was Caroline's Girlfriend… she couldn't tell her that she went and fucked some guy right after they had made out. Max stroked Caroline's hair and kissed her cheek, then her forehead then her other cheek. Then laid one long and soft kiss on her lips. "Good night." She whispered and stood up from the couch.

"You're going to bed?" Caroline said.

"Si."

"No making out?"

"I feel dirty… and I'm hung over."

"Okay… Want me to take care of you?" Caroline asked.

"No, Not tonight, I'm still a little depressed. I'll be over it." And with that she was off to the shower to wash Johnny off of her.


	3. Chapter 3

**A/N: This is kind of a long and stupid chapter. It is a little convoluted, and could be better but I had to get it down. I swear I am not really this incompetent. I came into this without a plan. I have to go back to outlining things LOL. Anyway. The title of the story tells you a lot about what the story is about. this however goes further into that.**

**Anyway, don't be shy… Review! Go ahead, be brutal.**

**tell me what you really think- s.k.**

**Oops**

"Good night," Max said walking to her room after kissing her girlfriend goodnight.

"Maxy…" Caroline whined, "We have been on like twenty dates."

"Coming home dead tired every night after work and making out is not a date." Max said. "We haven't ever had a date."

"Tomorrow is your day off, and I get off early…" Caroline said coming to her running her hands from Max's shoulders to her hands. "Maybe you and I can do something after."

Max tilted her head back so that she could look at Caroline's eyes. "Okay, how are we going to pay for that?"

"I didn't say it had to be expensive, Tomorrow is Tuesday, it's free museum day. Or we could go have a picnic with Chestnut, We could stroll through Central Park then get some coffee…"

"Okay, I can give it a shot." Max said and gave Caroline a peck on the lips and started for the room. Caroline did not let go of her hand. "What?"

"I wanna cuddle." Caroline said a little wanton.

Max looked at her and smirked, "Okay but no funny business."

"Why Max? You scared you can't handle all of this?"

"No, I'm not sure you can handle all of this." Max said pushing her bust up a little.

Caroline laughed and followed her to the room. She stripped out of her uniform and slid into Max's bed. Max changed into a large t-shirt she used as a nightshirt and collapsed into her bed. Caroline moved close to Max and wrapped her arms around her girlfriend.

Max would have made some lewd comment but she was so tired. She hadn't felt this tiered in ages. She was so tired everything hurt. Not only that, but her period was due soon, so poor Caroline wasn't about to get any tomorrow either. She was beginning to feel the cramping and the sore boobs that came along with her period. She took Caroline's hand and interlaced her fingers with hers. And Just as she began to drift off to sleep she heard Caroline whisper. "Max I love you."

"Why?" she whispered back, "why do you love me, when you know I don't believe in love."

"Because I know that you do believe in love. Deep down." Caroline answered. Max turned to face her and went up on her elbows.

"How do you know that?"

"Because you are Max. You love more than you think and you wear your love on your sleeve you just call it being human." Caroline strokes Max's cheek

Max leans forward and kisses Caroline. It became a heated exchange. Their mouths on each other more hungrily than before. "Okay, I'll let you be human all over my body tonight… My period is coming soon to take advantage while you can."

Caroline giggled a little and kissed Max pushing her back on to the bed. She pushed the nightshirt over Max's head and she looked down marveling at the sight. Her Large bosom was perky and swollen. Caroline began to drool. "My god… Is it just me or are they getting bigger?"

Max looked down then covered her breasts self-consciously. Caroline removed Max's hands from her trajectory, and placed them on her bare torso. Max smiled and let her hands roam from her waist back to Caroline's firm rear. "I take it that's a good thing."

"Very good." Caroline purred burying her face in Max's neck. She began to taste her skin. Max ran her hand down Caroline's thighs. And takes a deep breath. Her stomach tied itself in knots.

"Caroline get off…" she said pushing Caroline away gently.

"What's wrong?"

"I don't know," Max sits up and doubles up in pain. "I feel like I am going to puke."

"Well…" Caroline says taking offense. "That's new."

"I don't think it's you, I was into it." Seeing her girlfriend in some real pain, Caroline began to rub max's back. "Are you wearing a new perfume, or a new shampoo?"

"No…" Caroline sits closer

"Caroline!" Max said, standing up and walking across the room. Then she took inventory… sore breast, crampy, sensitive stomach , "Shit."

"Max…" Caroline had caught a glimpse at the calendar next to Max's bed. She flipped to the last month. "Your period should have been over by now."

Max nodded… "Do I smell different to you?"

Caroline looked at Max. "What do you mean?"

Max sighed, she knows she has to talk to Caroline, she has to tell her what she had done. "I slept with Johnny."

"You WHAT?" Caroline screamed and got out of the bed.

"It was before we… you know. And I was drunk" Max said

"When? Please tell me when?" Caroline said.

"Landmine day…" Max admitted under her breath.

Caroline really didn't want to stay and listen anymore. She picked up Max's Night shirt because it was the first thing she saw. She pulled it on and inhaled Max's intoxicating smell. Then she remembered why she was angry and walked out of the room.

Max sighed and searched for another. She grabbed a t-shirt and shorts and her handy little weed box. She rolled a spliff and headed outside. After a little while she heard Caroline leave the apartment. She began to smoke. She didn't know how long she was out there, till she heard the apartment door open and a brown paper bag was dropped on her lap.

Max looked at the bag, then looked at Caroline. Her eyes were red, and she still looked pretty angry. "You are going to make sure." Caroline took the spliff away from Max and smoked the rest of it. "And we're gonna figure out what to do about it… Together."

Max took the pregnancy test out of the bag. "I'll go to Planned Parenthood and take care of it like I always do."

"I said together… Always do?" Caroline kneeled in front of Max. "How many times Max?"

Max Shrugged, "It doesn't matter."

"It does matter to me." Caroline said softly. "Let's keep it."

Max looked at Caroline, "You carry it!"

Caroline sighed, "Lets make sure first… and let me go to planned parenthood with you."

"I'd rather go alone." Max answered, but she knew that if Caroline went with her… she would probably never go through with what she had to do.

"Why?"

"It would be like I am betraying…" Max sighs and shakes her head. "Never mind forget it."

"Is whoever you are betraying more important than us?"

"Yes," Max said without hesitation. Caroline stood up. "Now do you understand why I say I am incapable of loving anyone."

"Well you love that person enough… I just don't understand."

"Okay, I will explain, let's just go inside it's cold out here." Max walked inside and headed for her drawer and found her box where she put all of the pictures she had of Skyler. It was time to let Caroline know... "It doesn't feel right for me to have a baby."

She handed Caroline the pictures. "What's this?"

"I kept her with me for six months, I couldn't take care of her so I put her up for adoption."

"Six months?" Caroline began to put things together.

"It's an open adoption, but I still can't see her. It still hurts like hell that I can't have her with me."

"She looks just like you." Caroline said as she looked at the last picture. The date on the invitation was landmine day, it was Skyler's birthday. She looked up at Max she was staring at the picture with a soft smile on her face. "You were probably an awesome mom."

"Breast fed and everything." Max said leaning back into the couch.

"I bet she got a mouthful…" Caroline said, eliciting a chortle from Max.

"Now you choose to use Subtext… gross."

"What can I say, I'm jealous." Caroline said sitting next to Max. "You can't keep getting rid of your children because you feel guilty that you couldn't keep Skyler."

Max stayed silent for a while. "I was a terrible mom."

"How do you know?"

"I couldn't do anything for her. I am a better mom to Brangelina."

"No one knows how to be a mom automatically." Caroline insisted. "thank god those twins got you… Peach is a terrible mom."

Max reached out and ran her fingers through Caroline's hair. "I love you too."

Caroline turned her head and captured Max's lips. When the kiss breaks, she whispers. "I know… Do you have to pee?"

"Okay, I'm going to take the test." Max stands up and heads to the bathroom. Minutes later she comes out of the bathroom and hands Caroline her results. Wordlessly she gets into bed. "Now either get into bed, or go away I'm tired."

Caroline tosses the test and comes back to the room. "I don't understand… You were so sure."

"I was wrong I guess." Max Mumbled.

"Max I'm sorry…" Caroline whispered

Max had a tear drop down her cheek. "Why? It keeps me from going to the clinic tomorrow, and I can just concentrate on our date." She answered softly.

Caroline placed a kiss on Max's cheek. "You won't ever cheat on me again will you?"

"We weren't going out yet." Max said turning her body to lay on her back.

"okay." Caroline lay back beside her girlfriend. Finally they settled and went to sleep. Meanwhile, in the bathroom, the pregnancy test indicator changed from a minus sign to a plus sign.


	4. Chapter 4

**Gotta stop writing again for a while… I need to finish a book so it may be a while till the next chapter comes up. So if you don't review, don't complain that I don't give updates. LOL anyway, I would love to hear what you think so drop me a line.**

**Tell me what you really think. — S.K.**

**Date**

Max slept all of the next day. She was utterly exhausted. She tried to make herself pretty but she figured she had enough time when Caroline got back to get ready, because Caroline would take forever to get dressed.

When Caroline came home that afternoon; Max was lying across her bed wearing nothing but a robe. "Well at least her make up is done." She murmured and leaned closer and stroked her hair. "Maxy…"

Max stirred and looked up at Caroline. She smiled and sat up. "Hey babe, " she kissed Caroline softly on the lips. "How was work?"

"Wonderful! And the Job fairy has landed yet again… Big time!"

"How big Caroline?"

"The producers of Food Channel's Cupcake Frenzy stopped by the diner and ate one of our cupcakes." Maxes eyebrows shot up. "They want you to compete!"

"You mean they want me to loose! Have you seen that show? I use Duncan Hines for crying out loud Caroline!"

"But Max… This means exposure."

"Caroline, my cupcakes are not good enough on their own to win this. Or even do well in this competition. This is public humiliation!"

"Well… you have time to learn and perfect some recipes. It's not like you are going to the show this week." Max was a little intrigued.

"How long do I have?"

"Five weeks." Max smiled… "You are taking me to Michael's, we're taking a cake class today… oh and you're paying. The weed guy came by earlier."

Caroline smiled. "Sure, I'll be the gentleman."

Max smiled and headed for her closet.

* * *

><p>Max and Caroline walked hand in hand down Caroline's old neighborhood. They liked to watch the Yuppies and their little yipping puppies walk around. But as they passed Caroline's house and got closer to David's house she slowed down a bit.<p>

"Let's go home, I'm getting pretty tired." She said doing an about face.

"Why? I thought we were having a good time."

"We are…" she sighs she had promised Caroline she wouldn't keep things from her. There she was again, keeping things from her. "See that house over there, with the stone face?"

"Yeah, it's beautiful, I wanted to buy that one, but this lovely gay couple bought it just before I got my hands on it."

"That is David's house."

"David?" Caroline questioned then her brows shot up. "Your David?"

Max nodded.

"Wow what a small world." Caroline looked from Max to The house. "We should go see Skyler, maybe you'll be braver with me by your side."

"No, they are probably not home anyway. It's not like we called in advance."

"Well let's just knock on the door… okay?"

Max relents, because she can never say no to Caroline. They walk hand in hand toward the door of David's house. Max pushed the doorbell. Feeling more calmly about the prospect of seeing Skyler.

It took a long while for David to answer the door and her resolve began to wane. "See no- one home, lets go."

Just then, the door to the house opened. David stood there with a grin. "Please do come in."

"Hi David," Max said, "This is my Girlfriend Caroline."

Caroline extends a hand and shakes his. "Hi."

"Girlfriend… Like me and Bill, or like the show on the WB?'

Max smiled and entered the house. "So you called off the divorce?"

"Oh… no. Bill moved out ages ago." He fidgeted a little. "We just got back from Dance Class. Skyler's upstairs taking a bath."

Max nodded in understanding. "We were just kind of walking the neighborhood, and I just told Caroline about Skyler last night… she said she would help me through this."

David smiled at Caroline. "Thank you!"

Caroline smiled back and watched him go up the stains. She squeezed Max's hand and looked in her eyes. "You okay?"

"So far…" Max nodded. They heard a girlish giggle and little feet running down the hallway upstairs.

"Skyler, we have company put your clothes on." Max and Caroline snort in laughter.

"She seems adorable Max." Caroline said stroking Max's hair.

"Thanks… she was my first cupcake." Caroline stroked Max's cheek and brought her face to look up at her.

"Best one you ever made." She whispered and kissed her softly. A girlish giggle made them pull apart. They looked at the foot of the stairs, and there stood Skyler in her PJ's

"Skyler… This is Max…" David said to the little girl. The little girl's eyes widened and she ran at full speed towards her mother.

She slammed into Max so hard she nearly fell backward. Max held her tightly and stroked her hair. "I remember from the picture! I knew you'd come." Skyler said through her tears.

"Of course, I had to come and see my best girl." Max murmured feeling her heart melt as she squeezed her baby girl. They stayed like that for nearly fifteen minutes, just holding each other, and crying.

Caroline and David walked toward the other side of the great room to give them privacy. This was when David really took stock in the company Max was keeping. "Caroline Channing…"

Caroline turned to look at David. "Yes, that is me."

"How are you doing now that you are poor?"

"I am doing just great, I have a new life, a new love, and a new business."

"A new business?" David asked intrigued and listened as Caroline spoke of the Cupcake business as he poured her a drink.

"In five weeks, we are going to be on the Food Channel competing on Cupcake frenzy." Caroline ended her story.

"I have not decided if I will do that yet." Max said walking toward them with Skyler in tow.

"Do you want a drink Max?" Max looked at what Caroline was having and smelled the alcohol and nearly wretched where she stood. Sure, I'll take a juice though."

"I want a Juice." Skyler said hopping up on the bar stool getting between her mom and Caroline.

"Coming right up." David said serving up the drinks.

"Thank you David." Max said as she received hers then looked at Skyler as she took hers wordlessly. "What do you say?"

"Thank you daddy." Skyler responded. Max smirked a little.

"Ha… look at you Max comes around and you decide that you have manners after all." David said taking a sip of his drink. They all laugh and have a pleasant evening talking with each other.

Before Leaving David's they made a promise to Skyler to come over the next week and say their goodbyes. As soon as they stepped out into the darkness, tears began to roll down Max's cheeks. She silently walks beside Caroline.

The tall blond not noticing the tears because of the sheer darkness it was almost ten pm. "That wasn't so bad was it?" Caroline asked. There was no response. "What do you want to do now…"Caroline trails off as the streetlight catches a glint on her girlfriend's cheek. "Max…"

"Just take me home." Max mumbled

"Yeah, come on."


	5. Chapter 5

**A/N: I know I am probably not supposed to be writing this. I should be writing the novel I am supposed to turn in by the end of this month, or maybe rewriting my thesis, or writing another spec… sigh I don't know I hope you enjoy this, I didn't revise this or anything because I have a million things to write, I just wanted to get it out there. So please review.**

**Tell me what you really think.—S.K.**

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><p><strong>Massive Horn<strong>

Max couldn't sleep. It was a couple of weeks later and she was enjoying spending time with Skyler again. She had to say the more time she spent with her, the more time she wanted to be with her, and the less heart breaking it was to leave, because she knew that she would see her again.

Now she had another problem, one she was going to resolve. She got out of bed and headed to the living room. "Caroline," She whispered coming closer to her girlfriends bed, and moaned when she realized she was working a late shift.

She slid into Caroline's murphy bed and just inhaled the smell of the blond. Maybe she could get to sleep. But she had an Itch to scratch. She rubbed the soft skin of her abdomen. "Man I need to work out" Then her hands touched her breast. She inhaled the scent of Caroline and she moaned as she worked her other hand down below.

She pulled her shirt up and removed it, feeling her bare skin of her torso slide on the bed linen. She sighed and reached for the little box on the coffee table. She lit a spliff and relaxed in Caroline's bed naked but for her panties.

The keys hit the locks and the door opens. Caroline is talking to someone. Max puts out the weed, but does not rush to cover herself. Caroline turns, and sees Max in her bed and steps back out in the hallway. "I don't think we have any cupcakes Sophie." Max could hear her say. She chuckled and wrapped herself up in Carolines sheets and grabbed a pan of cupcakes and headed for the door.

"Sure we do Caroline," Max said opening the door. Caroline just stared at Max with unrepentant lust. "Just bring the pan back to me when you're done."

"Oooh, you were planning little sexy time no?" Sophie said taking in the view of a heat radiating Max. "Look Caroline, I think you're no longer tired."

Caroline shook her head and pushed Max back into the apartment. "Good night Sophie." She said absently then slammed the door behind her. "Max, you're not teasing me are you?"

Max walked backward to the bed shaking her head. She had a smirk playing at her lips. "Now shut up and fuck me Caroline."

Caroline took that statement and ran with it. She crushed her lips with a hunger that two months of no action could give you. She didn't want to have another celibate year, it was frustrating to have the source of your fantasies next to you and still not be able to have her.

Caroline made love to her girl all night. Max was insatiable. She did not know what was happening with her, because usually when Max was High, she didn't feel like doing much of anything. Including sex.

Max was finally able to sleep. As she had a multi orgasmic night with Caroline. Caroline Watched Max sleep, her pale skin glistening with a sheen of sweat. She took in all of her, her breasts were still swollen and super sensitive, her abdomen was pulled taut, though it wasn't toned. Max looked gorgeous to her, and she really was amazed that she was in so deep. Finally she just cuddled next to her burying her face in the dark hair of her girlfriend's head.

Max woke up first and moaned at the feeling of Caroline's hand on her very sensitive breast. She turned so that she was facing Caroline, and she had a wicked idea. She ducked her head and put one of Caroline's breasts in her mouth and ran a hand along her thigh. Caroline's reaction was to buck forward a bit, opening herself up enough to fit her hand to the prize.

Caroline moaned and turned to lay on her back. "Max… not to discourage your train of thought… but uh… what's with you?

Max smiled against the skin of Caroline's breast. "I have my sneaking suspicion that weed was laced with ecstasy or something."

"Or maybe, you're done playing with your toys…"

"Yeah that too." Max says kissing Caroline's lips, "Why waste a good C battery when the best toy does not require batteries."

They began to really get into what they were doing when there was a knock on the door. "Ignore it, it's probably nothing." Max said bringing Caroline's startled face back to her.

"Miss Black, It's the Police, open up." Max looks at Caroline, then at the door.

"Um… I'm coming." She said then chuckled at her choice of words. Caroline smirked as she slipped out of the bed and grabbed her handy robe letting Max wrap herself in the sheets yet again.

When Max opened the door, she saw the police officer, a social worker and Skyler. "Max!" Skyler ran to her and wrapped herself around her.

"Hey kid!" Max said coming down to her eye level. Skyler was visibly upset. "what's going on?"

"Ma'am, David Anderson passed away last night." The police officer stated with a sad tone. "He never came to pick Skyler up from school, and when our officers searched for him, he was found dead from a heart attack."

Max held Skyler tightly to herself. She didn't know what to say. "Officer, why is Skyler here?" Caroline said handing Max her robe.

"It was her Father's wishes that she be returned to her birth mother should something happen. It was in the condition of the open adoption." The social worker stated, and then she looked around the apartment. "But that could be under review."

"That is not necessary, she is in great hands." Caroline said really just wanting to close the door so that her girlfriend and her daughter can figure out what to do. "Do you have anything for her?"

The social worker handed Caroline a little suitcase and a file folder. Max just held Skyler, whom was crying into her shoulder. "Okay Thank you buh-bye." Max said and led Skyler to the couch. Max came back to the door took the file from Caroline and looked through it quickly. "What about her other Daddy?"

"He never officially adopted her." The social worker answered.

"So he can't come here and decide that he is going to take her back, can he?" Max asked.

"No." The police officer stated.

"Good, Thank you officer, I guess I'll take it from here." Max closed the door and locked it. She looked at Caroline then at Skyler. "Who wants to help me make some cupcakes?"


	6. Chapter 6

**A/N: Whoa this story lost its focus a little, and just like life it is a little convoluted. But hey, if you're still reading this thanks. This is based on a recurring random thought in my mind. Sorry this is a short chapter.  
><strong>

**Anyway review, love it, hate it, or indifferent.**

**Tell me what you really think—S.K.**

**Goodbye**

Max, Skyler and Caroline sat front and center at David's funeral. Bill came in in all of his drama queen glory. "I told him, I told him he had to watch his cholesterol."

Max rolled her eyes and held her daughter to her when she saw that he was scanning the room for Skyler. "Sky! Baby! Come to daddy Billy."

Max almost didn't let go, but Skyler jumped from her grasp and ran to him. He held her and kissed her. "I miss you, I miss daddy"

"I miss you too baby. How are you?" Max couldn't listen anymore. She was heated. How could he be so I miss you I love you and he never even wanted Skyler.

She was about to leave, but Caroline pulled her back and whispered in her ear. "He is just telling her what he thinks she needs to hear."

"Caroline, I can't give her the kind of life he can give her." Max said tears prickling her eyes. "What if she resents me for that."

Skyler returned to sit next to Max burying her face in her chest. "You're her mom, nothing can top that." Caroline whispered as Max tried to dig Skyler out of her chest.

"Hey, those are reserved," Max, mumbled uncomfortably. She pulled Skyler on her lap and rocked her as they watched the lovely service for David.

On the way out of the service a tall man with a briefcase approached the girls. "Miss Black?"

"That depends, who's asking?"

"Robert Thorne, trustee for Mr. Anderson's estate." He stretched out his hand to shake hers.

She looked at it, and then took it tentatively. This made everything too real. This made David really dead. "Nice to meet you… I guess"

"We have to discuss Skyler's assets."

* * *

><p>Max was doubled over the toilet for the fifth time that morning. They were moving to David's, no Skyler's townhouse. Only thing was that she woke up with her belly churning. "Max Baby don't worry I will make sure everything gets moved out." Caroline said stroking Max's hair.<p>

"I just care if you get my boyfriend the oven on that truck I am not attached to any of this furniture." She hurled again. "Oh god I'm gonna die."

"No! Don't die!" Skyler said coming into the bathroom.

Max sighed and got up and brushed her teeth. "Sky, I didn't mean that." She wraps her arms around Skyler and leads her out of the bathroom. "I'm just really feeling sick."

"Well what's wrong with you?"

"I don't know." Max said as she sits on the couch with Skyler. "So are you exited to go home?"

"Yeah, I can't wait for you to meet everyone."

"Yeah, Sky I don't know if your nanny is going to be able to stay with you. I don't make a lot of money."

Skyler becomes thoughtful. "Will I be able to keep the house forever?"

"Oh Yeah your daddy made sure of that."

"Will I still get to go to my school?"

Max nodded, "I will do my darndest to keep you in that school."

David took care of everything for about a year, after that Max had to make due with the checks from Social security and parts of her trust fund that is available to her now.

"Okay mom." Skyler said standing up, "I'm gonna go say bye to Sophie"

Max was shocked. That was the first time Skyler had called her mom. "Okay…" and just as skyler ran out of the apartment, Caroline was walking in with a little brown bag.

"Hey babe, I have something for you." Caroline said dropping the bag on Max's lap then leaning down and claiming her lips.

"You got the weed man?" Max asked.

"No we're quitting the weed man. For a while." Caroline said.

Max pouted, but looked in the bag. "Didn't I already take one of these? I haven't cheated on you I swear."

"Max," Caroline said calmly, "I just think that all signs are pointing to pregnancy, take another one."

"If I were pregnant, that would mean I am way past the first trimester."

"So what? You're going to wait to find out when the baby's head is crowning?" Caroline said. "I am totally cool with raising another one of your babies… are you cool with it?"

Max looked down at the test. She had to admit, that she had her suspicions. "Fine… but you're doing all of the nighttime feedings and diaper changes."

"Wouldn't have it any other way."


	7. Chapter 7

**A/N: OOOOO I guess no one really minded that this story was not updated for so long, but I am plowing on. I promise to finish all of my unfinished stories, whether people like them or not LOL anyway enjoy.**

**As always review!**

**Tell me how you really feel—s.k.**

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><p><strong>Competition<strong>

Caroline was a total disaster in the kitchen. It was the first round of cupcake frenzy and they gave a choice of turkey sausage Bacon, or chorizo to make a savory cupcake for breakfast. And she was freaking out. She couldn't stand the smell of the turkey sausage or the bacon. And she didn't really know what a chorizo tasted like. And it just didn't look appetizing. "Look Caroline… just Grab the Chorizo for me. And chop it up into little pieces please." Max asked Caroline to keep her busy.

She began on her batter of corn meal sugar and eggs and shredded cheddar cheese and Cream cheese put it in the mixer then turned to dice an onion quickly as Caroline struggled to cut the chorizo in perfect cubes like the perfectionist she is. "See it's fun to let me help you in the kitchen." Caroline said with a smile.

Max took the onion and sautéed them then grabbed a handful of the chorizo Caroline had cut. "Sure… Cut the rest of the chorizo in rounds. Please." Max responded remembering to be nice, because she was seriously crabby.

She was kicking herself for letting Caroline talk her into this. Max had never worked under pressure, she didn't know if she could handle it. "Sure thing babe." Caroline said with a smile as she sautéed the onions and chorizo together. Once the chorizo was cooked she took it off the fire and drained the fat off of the meat. She turned back to her fluffy batter and turned the mixer off.

"What should I do now Max?" Caroline asked loving the control her girlfriend had in the kitchen. She was so focused, more focused than she had ever seen. I guess that is what happens when you give up the weed.

"Get the pans ready." Max said curtly as she switched the bowls in the mixer to start working on the frosting.

Caroline hurried starting to sense her partner's fatigue. She looked at the clock, and there were 20 minutes left, she had to get the cupcakes in the oven. She put the paper cups in the pan and handed it over to Max.

As Max filled the cups she went to make sure the oven was already pre heated and on the right number. Max filled the pan in record time and Caroline came back and took the pan. "I'll put these in the oven for you."

"Thank you care bear." Max said starting to get punchy.

"Listen… no need to get testy with me, I didn't do that to you." Caroline said pointing to her expanding middle.

"It isn't for your lack of trying." She mumbled as she kept up with her frosting.

Caroline laughed as she set up the rest of the pans sure that Max would make the second round.

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><p>The heat was on Max made it not only to the second round, but the third. Caroline was so proud of her. But she was starting to see her fatigue. But he third round is intense.<p>

Max has two mixers going and about a dozen Cake pans laid out and waiting for Caroline to line them with baking cups.

Tried to help as much as she could following orders as they came and trying not to talk to Max much so that the pregnant woman did not freak out on her. She knew that all she had to do to keep her calm is to make sure that everything ran as smoothly as possible.

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><p>The two women walked in to the diner. Max was tired and she kind of sunk into the booth "MOM! Did you win?" Skylar said running at her from Earls' counter.<p>

"She won second place." Caroline said a little dejectedly

"And a whole lot of exposure." Max said holding her daughter close. She was a bit uncomfortable, as Skylar didn't know her mom was having a baby yet. In fact no one but Caroline knew what was going on.

"That's true, once the show airs who knows what could happen." Caroline stated.

"Whoa don't go counting your millions just yet… there is a matter of my being able to do it… you know with all of my jobs and every thing."

"Now Skylar, why are you here?" Max asked

"The Nanny brought me here."

"But I have a shift tonight!" Max said pulling out her phone

"I'll sit in the kitchen! I won't bother you." Skylar said

"You never bother me." Max said to her mini-me and turned to Han. "Hey Han I know we're swamped with our three customers, but I have to take off and take Sky home. Besides I'm beat and I have been nothing but a bitch today."

"Max Language!" Caroline scolded.

"A Bitch is a dog, Skylar knows that… don't you baby?" Max asked and walked outside with her daughter blowing a kiss in Caroline's direction. "See you at home babe."

"Bye guys, see you later," Caroline said returning the kiss again to Max.

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><p>About a month later, Caroline and Max lay in their bed naked watching the Food channel on TV. Cupcake Frenzy was on. Max had her face buried in Caroline's shoulder. "God I look like the Goodyear blimp," She moaned.<p>

"Be quiet, that's my girlfriend you are talking about. She's gorgeous." Caroline said slapping her thigh playfully. "You know those savory breakfast cupcakes were really delicious… we should add them to your list."

"Maybe," she said into the skin of Caroline's neck. This made her shiver a little, which spurred the dark haired woman into action again. Moving her hand over Caroline's abdomen and sprinkling kisses along her neck and collarbone.

"Your Chorizo morning Cupcakes, are superb. They are moist, savory and sweet it is incredible that you have this intense balance of sweet and savory in one cupcake." One judge was saying from the Television.

Max moved astride Caroline and kissed her mouth. Caroline moaned and allowed the shorter woman to position herself over her so that she was comfortable.

"This cupcake is insanely good! Will you come make these for me every morning in my house?" The second judge said. "The cake is extra fluffy and it wasn't even compromised by the Chorizo inside the cake at all! Does the cake have honey in it?"

Max nipped at Caroline's lower lip and pulled on it. She took this opportunity to deepen the kiss and Caroline happily allowed her Lover's tongue to enter her mouth. They both moaned at the contact their tongues made as they did the same thing that hands do. Caroline places her hands on the outside of Max's thighs and she begins to run them up and down finally ending up at her ass. Caroline squeezed.

There was a moan on the screen, "I want to marry a man like this cupcake!" The third Judge said.

Max moaned as Caroline's hands finally found home. Though it was not her intention for the blonde to pleasure her, she responded readily. "Oh, you always know what to do." She whispered in her ear.

Caroline shivered as Max's breathy voice caressed her cheek. Max's hand traveled from the side of her lover's head, down to her shoulders and faltered as Caroline flipped them over then bringing one of her legs to overlap one of Max's legs and do the same with the other set of legs bringing their pelvises together.

"Max! You're through to the next round congratulations!" Came from the screen.

"Oh my God Max! Congratulations baby!" TV Caroline said to her stunned girlfriend.

Just hearing her girlfriends cheerful voice on screen made Max tingle form her core and out through her limbs. "Oh FUCK," she moaned and her movements became more intense. It was so hot wet and sticky.

"Oh Max, Max, Max." Caroline began to chant as her movements also intensified

"Inside Caroline Please!" Max said in desperation, plunging two fingers in her lover for emphasis. Caroline reached down between them and inserted two fingers and they both moaned in pleasure. Soon the two experienced an earth shaking orgasmic experience as they showered each other in their juices.

Max leans forward and Kisses Caroline soundly before collapsing back into the bed. "Oh… you're so good babe"

"No… you are," Caroline answered detangling herself from her and laying beside her.

"You're right… I am." Max laughed. They both laughed at the lame joke then sighed. They looked at the TV and there was some other chef competition on Cupcake Frenzy is over. "Oh cool a Chef fight to the death."

From the bedside table, Caroline's phone chimed. She picked it up and looked at it. "What the…"

"What's up?" Max asked.

"You're going to need some help making cupcakes." Caroline said with a smile.

"We just got five online orders."

"Shut up!" Max said sitting up next to Caroline. She looked at the orders over Caroline's shoulder. She kisses her soundly. "You are a freaking Genius putting our web address on that shirt across my chest."

"Duh, you are a walking billboard, even more now than usual"

"Uh you love my billboard." Max said

"Never said I didn't… I mean I spend my day staring at them I figured others would too." They laughed then hugged tightly in happiness.

"We better get dressed, before Sky walks in here and gets scarred for life."


	8. Chapter 8

**A/N: Okay so I really truly cannot tell you what the sex of this baby is… so if you could let me know what would be cool and shout out some suggestions too, probably something unisex cause Max and Skyler have unisex names or nick names or whatever. So let me know. Please review.**

**Tell me what you really think. – S.K.**

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><p><strong>Sucess<strong>

Business had picked up exceedingly fast for the girls once the show aired. Three months later they still worked out of their home. They had the basement converted into the bakery; they had enough to pay for what they needed. They quit the Diner; they were far too busy. Max was beside herself with what was happening.

Caroline was finally stepping out of her father's shadow, and she had a family that had gone through hell and back with her. She wanted to make it official… if only she could get Max to go along with it. But she didn't see it happening any time soon.

"Mom! Please!" Skyler begged Max as she mixed the last batch of cupcakes for the day.

"Skyler! I already told you no. Now go up, Caroline has dinner for you, I will be up there in time to get you settled in bed."

"I just want one of the cupcakes." The little girl whined as she stomped toward the stairs.

"You can't have one unless you eat your dinner." Max said trying not to laugh.

"Mom Caroline can't cook!" Max couldn't help but laugh at that.

"I am so sure she didn't cook this food… I hope she didn't try." Max chuckled as she texted Caroline.

"I DID NOT COOK SKY." Caroline shouted from upstairs.

"What did you get?" Skyler said running full speed up the stairs now.

Max shook her head and began to pour the batter into the cups. Caroline came down to the basement. A full grin on her face, "Your daughter is a trip."

Caroline came up behind her and snaked her arms around her just above the protrusion of her belly and just below her voluptuous bust. She kissed Max on the nape of her neck then let her go because Max can only handle so much touching before she get's testy. "What did you bring?"

"McDonalds." Caroline answered. Max grimaced. "You, my friend I got Jamaican for."

Max smiled at that and went up on her tiptoes and kissed her girlfriends lips. "You treat mama so well."

"But of course… Gotta keep my baby mama happy." She patted Max's belly. "How are you feeling anyway."

"Like shit. I need to hire an assistant, this is killing me." Max said stopping mid motion and taking a deep breath. "I need to take leave soon, I'm having stupid contractions every few hours."

"You're what?" Caroline said alarmed.

"Relax!" Max chuckled amused at her girlfriend's concern. "I said every few hours… that's normal. It just means I need to sit down and take a good long bath."

"Okay, well I'll watch the cupcakes and call the van to come get them for delivery." Caroline said as she poured the last bit of batter on to the pan. "You just go eat dinner with your little girl and on to your nice bath."

Max rolled her eyes and headed on up the stairs. "You better not burn them I am not making another three dozen."

"I'm staying here till that bell dings." Caroline said looking around at the frosting stuff. "Is this the beer batter cupcakes?"

"Oh my God! Caroline, just go check on Skyler and bring my food here so I can eat it!"

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><p>Max sat in a nice hot Bath later that night as another contraction hit. This one was stronger that she had ever had. She felt a pop and an ooze and she tried not to panic. "Hey Caroline…" She said as calmly as she could.<p>

"Maxy?" Caroline said coming into the bathroom. She looked down at her girlfriend and saw the pinkish tinge in the water. "What's that?"

"I think we need to activate the plan." Max said, but Caroline was on it, her fingers flying through the screens of her phone. Max took some deep breaths to ride out a second contraction she had, really not wanting go get out of the tub now.

"Sophie? It's time… can you come?" Caroline said headed toward the bedroom. She gathered some clothes for Max.

"CAROLINE!" She heard her lady scream from the bathroom and she rushed back. "Call the ambulance, call the ambulance! AHHHHH."

Caroline rushed back into the bathroom to find Max on her knees running her hands over her belly. "Max what are you doing."

"I'm having a fucking baby." She answered though gritted teeth.

"In the water? Won't it drown?" Caroline asked

"911 CAROLIIIIIINE!" Max cried out. Caroline complied and ran down to her front door as the doorbell rang.

She let Sophie in and ran back up to their bathroom. "Sophie's here… do you think you can—" she stopped short as she watched Max reach down into the murky water as she bore down.

Max stopped pushing and took a breath. "Could you help me please?"

"How?"

"Hold it's head…" she said holding herself up

"What? No way!"

"Caroline, your hands have been there before…" Max then bit her lip and began to push. Caroline plunged her hands in the water just in time to catch the baby's head from hitting the bottom of the tub with the force of it's mother's push. It's mother collapsed back into the tub and Caroline pulled the baby out of the water handing it to Max.

Max wrapped her arms around the baby and cried holding it to her chest. Caroline was extremely proud of herself for not passing out. "You did so great Maxy." She said to her lover.

Max smiled just as the bathroom door busted open and the paramedics took over. Caroline was shuffled away and she didn't see her anymore before they took her out of the house.


End file.
